1



                                                                      EXHIBIT 4j

                                PROMISSORY NOTE

                                Houston, Texas              December ____, 1994

         _____________, for value received, promises and agrees to pay on or
before December ___, 2004 unto the order of Rowan Companies, Inc. (hereinafter
called "Payee"), at the offices of the Payee in Houston, Texas in lawful money
of the United States of America, the principal sum
of_____________________________________________, together with interest
thereon, from and after the date hereof, on March 31, June 30, September 30 and
December 31 of each year unless such day is not a business day, in which case
it shall mean the immediately succeeding business day, the first such interest
payment for the period beginning on and including the date hereof and ending on
and excluding December 31, 1994, at the per annum interest rate announced
publicly by Citibank, N.A. in New York, New York from time to time as its Base
Rate plus 1/2% per annum; provided, that if any such interest rate shall be
lower than the applicable interest rate for such period determined under
Sections 483 and 1274 (d) of the Internal Revenue Code of 1954, as amended (the
"Federal Rate"), such Federal Rate shall apply.  The amount of interest payable
for any such period is computed by multiplying the decimal equivalent of the
applicable interest rate for such period by the actual number of days in such
period, dividing by 360 and multiplying the resulting quotient by the principal
amount hereof.  If the principal of this Note is prepaid in whole or in part,
all accrued and unpaid interest with respect to such principal amount prepaid
is due and payable on the date of such prepayment.

         Payment of this Note when due is secured by a pledge of and lien on
the Series III Floating Rate Subordinated Convertible Debenture due 2004 of the
Payee dated _______________ in the principal amount of $___________, issued in
the name of the undersigned, which Debenture, accompanied by an executed
transfer power for such Debenture and in proper form for transfer, has been
delivered to the Payee.

         In the event of the non-payment when due of any liability of the
undersigned to the Payee hereunder, then, or at any time after the happening of
such event, the holder of this Note may, without demand upon or notice to the
undersigned (both of which are expressly waived by the undersigned), declare
all sums owing hereon to be, and such sums shall become, due and payable.  Upon
such declaration, the Payee will, to the extent practicable, set off any amounts
owing hereon by the undersigned with amounts owing by the Payee pursuant to the
Series III Floating Rate Subordinated Debenture due 2004. This Note shall be 
construed according to and governed by the laws of the State of Texas.

         By its acceptance hereof, the Payee of this promissory note, hereby
acknowledges and agrees that if (i) Rowan Companies, Inc., a Delaware
corporation (the "Company") fails, at any time, to fulfill its payment
obligations owing in respect of its Series III Floating Rate Subordinated
Convertible 


   2



Debentures due 2004 (collectively, the "Debentures") or (ii) an Event of
Default (as such term is defined in the Debentures) has occurred and is
continuing, the payment obligations (with respect to principal and interest) of
the undersigned maker of this promissory note under the terms hereof will
automatically be suspended and terminated until such time, if any, that the
Company has  fulfilled all of its payment obligations then due and owing in
respect of the Debentures or such Event of Default no longer exists, as the
case may be.


                                        _____________________________